SOHOO Sotherly Hotels Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2024

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP)	001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP)	20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
306 South Henry Street, Suite 100 Williamsburg, Virginia		23185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SOHO	The NASDAQ Stock Market LLC
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOB	The NASDAQ Stock Market LLC
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHOO	The NASDAQ Stock Market LLC
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHON	The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 13, 2024, Sotherly Hotels Inc., a Maryland corporation (the “Company”) and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, issued a press release (the “Press Release”) announcing the results of operations and financial condition of the Company for the quarter ended June 30, 2024. A copy of the Press Release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

 

The Press Release contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the Press Release, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States.

 

In accordance with General Instruction B.2 and B.6 of Form 8-K, the information included in this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release of Sotherly Hotels Inc. dated August 13, 2024, reporting financial results for the quarter ended June 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: August 13, 2024		SOTHERLY HOTELS INC.
		By:	/s/ Anthony E. Domalski
			Anthony E. Domalski
			Chief Financial Officer
		SOTHERLY HOTELS LP
			by its General Partner,
			SOTHERLY HOTELS INC.
		By:	/s/ Anthony E. Domalski
			Anthony E. Domalski
			Chief Financial Officer

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

TUESDAY, AUGUST 13, 2024

SOTHERLY HOTELS INC. REPORTS FINANCIAL RESULTS

FOR THE SECOND QUARTER ENDED JUNE 30, 2024

Williamsburg, Virginia – August 13, 2024 – Sotherly Hotels Inc. (NASDAQ: SOHO), (“Sotherly” or the “Company”), a self-managed and self-administered lodging real estate investment trust (a “REIT”), today reported its consolidated results for the second quarter ended June 30, 2024. The Company’s results include the following*:

	Three Months Ended								Six Months Ended
	June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
	($ in thousands except per share data)								($ in thousands except per share data)
Total revenue	$	50,694			$	49,017			$	97,243			$	92,509
Net income attributable to common stockholders		2,622				3,133				1,962				2,551
EBITDA		14,292				14,103				25,076				24,051
Hotel EBITDA		15,698				14,842				28,058				26,921
FFO attributable to common stockholders and unitholders		7,356				7,251				11,317				11,192
Adjusted FFO attributable to common stockholders and unitholders		7,503				7,031				12,683				11,689
Net income per common share - diluted	$	0.13			$	0.16			$	0.10			$	0.13
FFO per common share and unit	$	0.37			$	0.37			$	0.57			$	0.58
Adjusted FFO per common share and unit	$	0.38			$	0.36			$	0.64			$	0.60

(*) Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Hotel EBITDA, Funds From Operations (“FFO”) attributable to common stockholders and unitholders, Adjusted FFO attributable to common stockholders and unitholders, FFO per common share and unit and Adjusted FFO per common share and unit are non-GAAP financial measures. See further discussion of these non-GAAP measures, including definitions related thereto, and reconciliations to net income (loss) later in this press release. The Company is the sole general partner of Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership”), and all references in this release to the “Company,” “Sotherly,” “we,” “us,” and “our” refer to Sotherly Hotels Inc., its Operating Partnership and its subsidiaries and predecessors, unless the context otherwise requires or it is otherwise indicated.

HIGHLIGHTS

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Dave Folsom, President and Chief Executive Officer of Sotherly Hotels Inc., commented, "Second quarter results generally met our expectations, albeit we did see ADR soften slightly as the quarter progressed, mainly due to increased price sensitivity amongst transient leisure travelers. This was particularly evident in our Florida markets, which are heavily weighted to the leisure segment. Margins finished in line with our budgeted expectations, demonstrating solid expense controls and operating efficiencies, especially with respect to undistributed expenses, and the realization of significant insurance savings resulting from our April 1st renewal. Group and corporate bookings continue to manifest to the upside, especially at the Hyatt Centric in Arlington, Virginia, the DeSoto in Savannah, Georgia, and the iconic Georgian Terrace in Atlanta, Georgia. The quarter was capped off with the majority of our hotels capturing market share within their respective competitive sets. As we look at the second half of 2024, we are cautious, but nonetheless optimistic, regarding the balance of the year. Economic concerns, interest rates, weather events, as well as the uncertainty of the impending election all present challenges which may continue the trends we witnessed toward the end of Q2, especially with respect to ADR. On the balance sheet front, by mid-year, we have successfully addressed nearly $100 million in mortgage refinancings, restructurings, and extensions, while concurrently meeting all our capital and funding needs for life cycle improvement plans at several of our hotels."

Balance Sheet/Liquidity

As of June 30, 2024, the Company had approximately $37.3 million of available cash and cash equivalents, of which approximately $18.4 million was reserved for real estate taxes, insurance, capital improvements and certain other expenses or otherwise restricted. The Company had principal balances of approximately $323.2 million in outstanding debt, including mortgage and unsecured principal balances, at a weighted average interest rate of approximately 5.68%.

Other Events

On April 29, 2024, the affiliates of the Company entered into a loan amendment to amend the existing mortgage on the DoubleTree by Hilton Philadelphia Airport hotel with the existing lender, TD Bank, N.A. Pursuant to the amended loan documents, the mortgage loan: (i) has a principal balance of approximately $35.9 million; (ii) extends the maturity date by two years to April 29, 2026; (iii) continues to carry a floating interest rate of SOFR plus 3.50%; (iv) requires payments of interest only; (v) continues to be guaranteed by the Operating Partnership; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan. Concurrent with the execution of the loan amendment, the Company (i) made a principal payment of $3.0 million; (ii) funded $0.3 million to the interest reserve escrow, bringing the balance in the interest reserve escrow account to $1.3 million; (iii) funded $5.0 million into a PIP reserve account, and (iv) provided $1.7 million in additional cash collateral, of which $1.2 million can be released into the PIP reserve account as early as June 30, 2025 assuming compliance with the financial covenants. On May 3, 2024, an affiliate of the Company entered into an interest rate cap with a notional amount of $26.0 million with Webster Bank, N.A. The cap has a strike rate of 3.0%, is indexed to SOFR, and expires on May 1, 2026.

 

On July 8, 2024, affiliates of the Company entered into loan documents to secure a mortgage loan on the DoubleTree by Hilton Jacksonville Riverfront hotel located in Jacksonville, FL with Fifth Third Bank, N.A. Pursuant to the loan documents, the mortgage loan: (i) has an initial principal balance of $26.25 million (the "Initial Tranche"), with an additional $9.49 million available to fund a product improvement plan at the hotel (the "Renovation Tranche"); (ii) has a 5-year term maturing on July 8, 2029; (iii) carries a floating interest rate of SOFR plus 3.00%; (iv) amortizes the Initial Tranche on a 25-year schedule at 7.0% interest rate and requires payments of interest only on the Renovation Tranche; (v) is guaranteed by the Operating Partnership, with the guarantee reducing to 25% upon achieving a 1.35x debt service coverage ratio (DSCR) for two consecutive quarters following a renovation period; and (vi) contains customary representations, warranties, covenants and events of default for a mortgage loan.

 

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2024 Outlook

Set forth below is the Company's previously issued guidance for 2024. The table below reflects the Company’s projections, within a range, of various financial measures for 2024, in thousands of dollars, except per share and RevPAR data:

 

	2024 Guidance
	Low Range				High Range
Total revenue	$	178,952			$	182,567
Net income		1,598				2,593
Net loss attributable to common stockholders and unitholders		(6,377	)			(5,382	)
EBITDA		39,858				40,853
Hotel EBITDA		46,103				46,898
FFO attributable to common stockholders and unitholders		12,373				13,368
Adjusted FFO attributable to common stockholders and unitholders		12,778				13,773
Net loss per share attributable to common stockholders	$	(0.32	)		$	(0.27	)
FFO per common share and unit	$	0.62			$	0.67
Adjusted FFO per common share and unit	$	0.64			$	0.69
Rev PAR	$	117.16			$	119.52
Hotel EBITDA margin		25.8	%			25.7	%

 

Earnings Call/Webcast

The Company will conduct its second quarter 2024 conference call for investors and other interested parties at 10:00 a.m. Eastern Time on Tuesday, August 13, 2024. The conference call will be accessible by telephone and through the Internet. Interested individuals are invited to listen to the call by telephone at 833-470-1428 (United States) and enter access code 441747. To participate on the webcast, log on to www.sotherlyhotels.com at least 15 minutes before the call to download the necessary software. For those unable to listen to the call live, a taped rebroadcast will be available beginning one hour after completion of the live call on August 13, 2024 through August 27, 2024. To access the rebroadcast, dial 866-813-9403 and enter access code 636280.

About Sotherly Hotels Inc.

Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale to upper-upscale full-service hotels in the Southern United States. Sotherly may also opportunistically acquire hotels throughout the United States. Currently, the Company’s portfolio consists of investments in ten hotel properties, comprising 2,786 rooms, as well as interests in two condominium hotels and their associated rental programs. The Company owns hotels that operate under the Hilton Worldwide and Hyatt Hotels Corporation brands, as well as independent hotels. Sotherly Hotels Inc. was organized in 2004 and is headquartered in Williamsburg, Virginia. For more information, please visit www.sotherlyhotels.com.

Contact at the Company:

Mack Sims

Vice President – Operations & Investor Relations

Sotherly Hotels Inc.

306 South Henry Street, Suite 100

Williamsburg, Virginia 23185

757.229.5648

Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our current strategies, expectations, and future plans are generally identified by our use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative, but the absence of these words does not necessarily mean that a statement is not forward-looking. We also sometimes refer to our booking pace. Booking pace is an industry term that we define as the estimated value of committed future bookings at a given point in time. Booking pace can be further separated into various segments,

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including group booking pace or business travel booking pace. All statements regarding our expected financial position, booking pace, business and financing plans are forward-looking statements.

 

Factors which could have a material adverse effect on the Company’s future operations, results, performance and prospects, include, but are not limited to: national and local economic and business conditions that affect occupancy rates and revenues at our hotels and the demand for hotel products and services; risks associated with the hotel industry, including competition and new supply of hotel rooms, increases in wages, energy costs and other operating costs; risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements, including loan modifications and, as necessary, to refinance or seek an extension of the maturity of such indebtedness or further modification of such debt agreements; risks associated with adverse weather conditions, including hurricanes; impacts on the travel industry from pandemic diseases, including COVID-19; the availability and terms of financing and capital and the general volatility of the securities markets; management and performance of our hotels; risks associated with maintaining our system of internal controls; risks associated with the conflicts of interest of the Company’s officers and directors; risks associated with redevelopment and repositioning projects, including delays and cost overruns; supply and demand for hotel rooms in our current and proposed market areas; risks associated with our ability to maintain our franchise agreements with our third party franchisors; our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations; our ability to successfully expand into new markets; legislative/regulatory changes, including changes to laws governing taxation of real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT; and our ability to maintain adequate insurance coverage. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved.

Additional factors that could cause actual results to vary from our forward-looking statements are set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K, in this press release and subsequent reports filed with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to and does not intend to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although the Company believes its current expectations to be based upon reasonable assumptions, it can give no assurance that its expectations will be attained or that actual results will not differ materially.

Financial Tables Follow…

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SOTHERLY HOTELS INC.

CONSOLIDATED BALANCE SHEETS

		June 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Investment in hotel properties, net		$	351,187,539			$	354,919,106
Cash and cash equivalents			18,904,793				17,101,993
Restricted cash			18,411,015				9,134,347
Accounts receivable, net			5,612,961				5,945,724
Prepaid expenses, inventory and other assets			7,614,368				6,342,310
TOTAL ASSETS		$	401,730,676			$	393,443,480
LIABILITIES
Mortgage loans, net		$	320,244,252			$	315,989,194
Unsecured notes			1,141,763				1,536,809
Accounts payable and accrued liabilities			25,831,481				23,315,677
Advance deposits			2,224,149				2,614,981
Dividends and distributions payable			2,088,160				2,088,160
TOTAL LIABILITIES		$	351,529,805			$	345,544,821
Commitments and contingencies			—				—
EQUITY
Sotherly Hotels Inc. stockholders’ equity
Preferred stock, $0.01 par value, 11,000,000 shares authorized:
8.0% Series B cumulative redeemable perpetual preferred stock,    1,464,100 and 1,464,100 shares issued and outstanding; aggregate liquidation     preference each $44,655,050, at June 30, 2024 and     December 31, 2023, respectively.			14,641				14,641
7.875% Series C cumulative redeemable perpetual preferred stock,     1,346,110 and 1,346,110 shares issued and outstanding; aggregate liquidation     preference each $40,940,681, at June 30, 2024 and     December 31, 2023, respectively.			13,461				13,461
8.25% Series D cumulative redeemable perpetual preferred stock,    1,163,100 and 1,163,100 shares issued and outstanding; aggregate liquidation    preference each $35,674,458, at June 30, 2024 and    December 31, 2023, respectively.			11,631				11,631
Common stock, par value $0.01, 69,000,000 shares authorized, 19,849,165    shares issued and outstanding at June 30, 2024 and 19,696,805    shares issued and outstanding at December 31, 2023.			198,492				196,968
Additional paid-in capital			176,014,888				175,779,222
Unearned ESOP shares			(1,697,916	)			(1,764,507	)
Distributions in excess of retained earnings			(123,058,615	)			(125,021,013	)
Total Sotherly Hotels Inc. stockholders’ equity			51,496,582				49,230,403
Noncontrolling interest			(1,295,711	)			(1,331,744	)
TOTAL EQUITY			50,200,871				47,898,659
TOTAL LIABILITIES AND EQUITY		$	401,730,676			$	393,443,480

 

 

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SOTHERLY HOTELS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
REVENUE
Rooms department		$	34,575,890			$	33,253,523			$	64,315,546			$	61,655,211
Food and beverage department			9,901,554				9,500,974				19,654,003				18,249,700
Other operating departments			6,216,923				6,262,836				13,273,249				12,603,699
Total revenue			50,694,367				49,017,333				97,242,798				92,508,610
EXPENSES
Hotel operating expenses
Rooms department			7,452,407				7,016,339				14,004,590				13,429,434
Food and beverage department			6,541,720				6,390,867				13,006,575				12,326,427
Other operating departments			2,505,721				2,305,755				5,191,863				4,621,603
Indirect			18,496,840				18,462,336				36,981,736				35,209,913
Total hotel operating expenses			34,996,688				34,175,297				69,184,764				65,587,377
Depreciation and amortization			4,817,523				4,763,193				9,587,240				9,341,504
Corporate general and administrative			1,580,373				1,789,041				3,496,898				3,769,805
Total hotel operating expenses			41,394,584				40,727,531				82,268,902				78,698,686
NET OPERATING INCOME			9,299,783				8,289,802				14,973,896				13,809,924
Other income (expense)
Interest expense			(5,000,995	)			(4,288,367	)			(9,889,801	)			(8,401,964	)
Interest income			208,102				222,772				422,873				369,437
Other income			142,353				—				267,230				—
Loss on early extinguishment of debt			—				—				(241,878	)			—
Realized gain on hedging activities			—				—				1,041,994				—
Unrealized gain (loss) on hedging activities			(84,872	)			286,831				(791,421	)			(155,632	)
PPP debt forgiveness			—				—				—				275,494
Gain on sale of assets			4,400				—				4,400				—
Gain on involuntary conversion of assets			112,645				763,169				235,037				779,645
Net income before income taxes			4,681,416				5,274,207				6,022,330				6,676,904
Income tax provision			(17,184	)			(16,537	)			(35,277	)			(31,719	)
Net income			4,664,232				5,257,670				5,987,053				6,645,185
Subtract: Net income attributable to noncontrolling interest			(48,151	)			(130,798	)			(36,033	)			(105,838	)
Net income attributable to the Company			4,616,081				5,126,872				5,951,020				6,539,347
Undeclared distributions to preferred stockholders			(1,994,313	)			(1,994,313	)			(3,988,625	)			(3,988,625	)
Net income attributable to common stockholders		$	2,621,768			$	3,132,559			$	1,962,395			$	2,550,722
Net income per share attributable to common stockholders:
Basic		$	0.13			$	0.16			$	0.10			$	0.13
Diluted		$	0.13			$	0.16			$	0.10			$	0.13
Weighted average number of common shares outstanding
Basic			19,389,944				18,712,452				19,374,547				18,658,538
Diluted			19,389,944				18,715,098				19,374,547				18,658,538

 

 

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SOTHERLY HOTELS INC.

KEY OPERATING METRICS

(unaudited)

The following tables illustrate the key operating metrics for the three and six months ended June 30, 2024 and 2023, respectively, for the Company’s wholly-owned properties (“actual” portfolio metrics), accordingly, the actual data does not include the participating condominium hotel rooms of the Lyfe Resort & Residences and the Hyde Beach House Resort & Residences. The composite portfolio metrics represent the Company’s wholly-owned properties and the participating condominium hotel rooms at the Lyfe Resort & Residences and the Hyde Beach House Resort & Residences, during the three and six months ended June 30, 2024 and the corresponding periods in 2023.

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Actual Portfolio Metrics
Occupancy %			74.0	%			70.6	%			69.1	%			65.6	%
ADR		$	184.24			$	185.82			$	183.54			$	186.45
RevPAR		$	136.38			$	131.16			$	126.84			$	122.27
Composite Portfolio Metrics
Occupancy %			73.4	%			69.4	%			69.2	%			64.9	%
ADR		$	187.51			$	190.15			$	188.91			$	193.35
RevPAR		$	137.67			$	131.94			$	130.64			$	125.53

 

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SOTHERLY HOTELS INC.

SUPPLEMENTAL DATA

(unaudited)

 

The following tables illustrate the key operating metrics for the three and six months ended June 30, 2024, 2023, and 2022, respectively, for each of the Company’s wholly-owned properties during each respective reporting period, irrespective of ownership percentage during any period.

 

Occupancy

	Q2 2024				Q2 2023				Q2 2022
	YTD				YTD				YTD
The DeSoto Savannah, Georgia		81.0	%			78.8	%			76.4	%
		76.0	%			71.6	%			69.2	%
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida		73.0	%			75.1	%			76.2	%
		71.6	%			73.1	%			70.4	%
DoubleTree by Hilton Laurel Laurel, Maryland		72.6	%			77.1	%			71.9	%
		59.9	%			62.2	%			59.9	%
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania		72.6	%			70.8	%			76.0	%
		58.9	%			62.7	%			66.1	%
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida		73.5	%			63.1	%			75.5	%
		74.5	%			64.0	%			69.5	%
Georgian Terrace Atlanta, Georgia		61.5	%			52.6	%			47.8	%
		60.0	%			49.7	%			48.4	%
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida		86.3	%			77.6	%			80.2	%
		85.0	%			80.5	%			80.6	%
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina		82.5	%			81.1	%			73.0	%
		71.4	%			68.5	%			58.1	%
Hyatt Centric Arlington Arlington, Virginia		80.7	%			83.5	%			78.2	%
		76.9	%			77.0	%			61.1	%
The Whitehall Houston, Texas		60.4	%			51.0	%			42.0	%
		59.7	%			49.8	%			39.2	%
Lyfe Resort & Residences (1) Hollywood Beach, Florida		63.2	%			48.8	%			63.1	%
		70.6	%			54.6	%			62.6	%
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida		57.4	%			40.7	%			48.9	%
		69.9	%			48.7	%			50.1	%
All properties weighted average		73.4	%			69.4	%			68.0	%
		69.2	%			64.9	%			60.8	%

(1)	Reflects only those condominium units participating in our rental program for the period.

 

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ADR

	Q2 2024				Q2 2023				Q2 2022
	YTD				YTD				YTD
The DeSoto Savannah, Georgia	$	234.77			$	226.05			$	228.94
	$	224.78			$	219.76			$	216.47
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	144.96			$	142.14			$	146.36
	$	146.63			$	151.07			$	147.23
DoubleTree by Hilton Laurel Laurel, Maryland	$	138.82			$	134.12			$	122.39
	$	133.15			$	128.90			$	115.69
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	158.80			$	151.42			$	149.15
	$	145.29			$	141.08			$	134.66
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	183.89			$	206.75			$	215.92
	$	207.59			$	236.62			$	233.12
Georgian Terrace Atlanta, Georgia	$	178.19			$	191.87			$	195.32
	$	183.27			$	198.86			$	193.42
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	170.96			$	176.32			$	167.44
	$	192.81			$	195.91			$	177.50
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	201.68			$	202.92			$	196.93
	$	186.15			$	187.09			$	185.35
Hyatt Centric Arlington Arlington, Virginia	$	245.85			$	235.80			$	202.29
	$	223.52			$	216.59			$	186.51
The Whitehall Houston, Texas	$	154.89			$	167.78			$	149.69
	$	159.18			$	166.21			$	147.82
Lyfe Resort & Residences (1) Hollywood Beach, Florida	$	282.58			$	338.68			$	417.95
	$	327.80			$	396.59			$	462.92
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	269.53			$	324.00			$	367.23
	$	291.88			$	349.96			$	413.99
All properties weighted average	$	187.51			$	190.15			$	189.09
	$	188.91			$	193.35			$	188.25

(1)	Reflects only those condominium units participating in our rental program for the period.

 

 

 

 

 

 

 

 

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RevPAR

 

	Q2 2024				Q2 2023				Q2 2022
	YTD				YTD				YTD
The DeSoto Savannah, Georgia	$	190.14			$	178.02			$	174.80
	$	170.75			$	157.34			$	149.81
DoubleTree by Hilton Jacksonville Riverfront Jacksonville, Florida	$	105.79			$	106.76			$	111.54
	$	104.97			$	110.38			$	103.61
DoubleTree by Hilton Laurel Laurel, Maryland	$	100.74			$	103.41			$	87.94
	$	79.70			$	80.19			$	69.31
DoubleTree by Hilton Philadelphia Airport Philadelphia, Pennsylvania	$	115.31			$	107.13			$	113.35
	$	85.62			$	88.43			$	88.97
DoubleTree Resort by Hilton Hollywood Beach Hollywood, Florida	$	135.11			$	130.46			$	163.12
	$	154.59			$	151.44			$	162.04
Georgian Terrace Atlanta, Georgia	$	109.51			$	100.97			$	93.40
	$	109.93			$	98.82			$	93.52
Hotel Alba Tampa, Tapestry Collection by Hilton Tampa, Florida	$	147.47			$	136.82			$	134.30
	$	163.92			$	157.71			$	143.15
Hotel Ballast Wilmington, Tapestry Collection by Hilton Wilmington, North Carolina	$	166.44			$	164.53			$	143.69
	$	132.84			$	128.20			$	107.72
Hyatt Centric Arlington Arlington, Virginia	$	198.42			$	196.89			$	158.21
	$	171.82			$	166.67			$	113.98
The Whitehall Houston, Texas	$	93.57			$	85.54			$	62.94
	$	95.09			$	82.80			$	57.94
Lyfe Resort & Residences (1) Hollywood Beach, Florida	$	178.73			$	165.25			$	263.75
	$	231.35			$	216.68			$	289.97
Hyde Beach House Resort & Residences (1) Hollywood Beach, Florida	$	154.74			$	131.96			$	179.45
	$	203.97			$	170.55			$	207.43
All properties weighted average	$	137.67			$	131.94			$	128.63
	$	130.64			$	125.53			$	114.46

 

(1)	Reflects only those condominium units participating in our rental program for the period.

 

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SOTHERLY HOTELS INC.

RECONCILIATION OF NET INCOME TO

FFO, Adjusted FFO, EBITDA and Hotel EBITDA

(unaudited)

 

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net income		$	4,664,232			$	5,257,670			$	5,987,053			$	6,645,185
Depreciation and amortization - real estate			4,802,717				4,750,322				9,557,629				9,314,947
Gain on sale of assets			(4,400	)			—				(4,400	)			-
Gain on involuntary conversion of assets			(112,645	)			(763,169	)			(235,037	)			(779,645	)
FFO			9,349,904				9,244,823				15,305,245				15,180,487
Distributions to preferred stockholders			(1,994,313	)			(1,994,313	)			(3,988,625	)			(3,988,625	)
FFO attributable to common stockholders and unitholders			7,355,591				7,250,510				11,316,620				11,191,862
Amortization			14,806				12,871				29,611				26,557
ESOP and stock - based compensation			47,827				54,488				303,783				314,951
Loss on early debt extinguishment			—				—				241,878				—
Unrealized loss (gain) on hedging activities			84,872				(286,831	)			791,421				155,632
Adjusted FFO attributable to common stockholders and unitholders		$	7,503,096			$	7,031,038			$	12,683,313			$	11,689,002
Weighted average number of shares outstanding, basic			19,389,944				18,712,452				19,374,547				18,658,538
Weighted average number of non-controlling units			364,186				772,441				364,186				798,669
Weighted average number of shares and units outstanding, basic			19,754,130				19,484,893				19,738,733				19,457,207
FFO per common share and unit		$	0.37			$	0.37			$	0.57			$	0.58
Adjusted FFO per common share and unit		$	0.38			$	0.36			$	0.64			$	0.60

 

 

 

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		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net income		$	4,664,232			$	5,257,670			$	5,987,053			$	6,645,185
Interest expense			5,000,995				4,288,367				9,889,801				8,401,964
Interest income			(208,102	)			(222,772	)			(422,873	)			(369,437	)
Income tax provision			17,184				16,537				35,277				31,719
Depreciation and amortization			4,817,523				4,763,193				9,587,240				9,341,504
EBITDA			14,291,832				14,102,995				25,076,498				24,050,935
PPP loan forgiveness			—				—				—				(275,494	)
Other income			(142,353	)			—				(267,230	)			—
Loss on early debt extinguishment			—				—				241,878				—
Gain on sale of assets			(4,400	)			—				(4,400	)			—
Gain on involuntary conversion of assets			(112,645	)			(763,169	)			(235,037	)			(779,645	)
Subtotal			14,032,434				13,339,826				24,811,709				22,995,796
Corporate general and administrative			1,580,373				1,789,041				3,496,898				3,769,805
Realized and unrealized (gain) loss on hedging activities			84,872				(286,831	)			(250,573	)			155,632
Hotel EBITDA		$	15,697,679			$	14,842,036			$	28,058,034			$	26,921,233

 

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Tables below are reflected in thousands of dollars:

 

Reconciliation of Outlook of Net Income to EBITDA and Hotel EBITDA
	2024 Guidance
	Low Range				High Range
Net income	$	1,598			$	2,593
Interest expense		19,885				19,885
Interest income		(550	)			(550	)
Income tax provision		120				120
Depreciation and amortization		18,805				18,805
EBITDA		39,858				40,853
Loss on early extinguishment of debt		165				165
Other income		(445	)			(445	)
Realized and unrealized gain on hedging activities		(250	)			(250	)
Corporate general and administrative		6,775				6,575
Hotel EBITDA	$	46,103			$	46,898
Reconciliation of Outlook of Net Income to FFO and Adjusted FFO
	2024 Guidance
	Low Range				High Range
Net income	$	1,598			$	2,593
Depreciation and amortization		18,750				18,750
FFO		20,348				21,343
Distributions to preferred stockholders		(7,975	)			(7,975	)
FFO attributable to common stockholders and unitholders		12,373				13,368
Amortization		55				55
Realized and unrealized gain on hedging activities		(250	)			(250	)
Loss on early extinguishment of debt		165				165
ESOP stock based compensation		435				435
Adjusted FFO attributable to common stockholders and unitholders	$	12,778			$	13,773

 

Non-GAAP Financial Measures

The Company considers the non-GAAP financial measures of FFO (including FFO per common share and unit), Adjusted FFO (including Adjusted FFO per common share and unit), EBITDA and Hotel EBITDA to be key supplemental measures of the Company’s performance and could be considered along with, not alternatives to, net income (loss) as a measure of the Company’s performance. These measures do not represent cash generated from operating activities determined by generally accepted accounting principles (“GAAP”) or amounts available for the Company’s discretionary use and should not be considered alternative measures of net income, cash flows from operations or any other operating performance measure prescribed by GAAP.

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FFO

Industry analysts and investors use FFO as a supplemental operating performance measure of an equity REIT. FFO is calculated in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT, represents net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP, gains or losses from sales of previously depreciated operating real estate assets, gains or losses from involuntary conversions of assets, plus certain non-cash items such as real estate asset depreciation and amortization or impairment, and adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by itself.

The Company considers FFO to be a useful measure of adjusted net income (loss) for reviewing comparative operating and financial performance because we believe FFO is most directly comparable to net income (loss), which remains the primary measure of performance, because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies. Although FFO is intended to be a REIT industry standard, other companies may not calculate FFO in the same manner as we do, and investors should not assume that FFO as reported by us is comparable to FFO as reported by other REITs.

Adjusted FFO

The Company presents Adjusted FFO, including Adjusted FFO per share and unit, which adjusts for certain additional items that are not in NAREIT’s definition of FFO including changes in deferred income taxes, any unrealized gain (loss) on hedging instruments or warrant derivatives, loan impairment losses, losses on early extinguishment of debt, gains on extinguishment of preferred stock, aborted offering costs, loan modification fees, franchise termination costs, costs associated with the departure of executive officers, litigation settlement, over-assessed real estate taxes on appeal, management contract termination costs, operating asset depreciation and amortization, change in control gains or losses, ESOP and stock compensation expenses and acquisition transaction costs. We exclude these items as we believe it allows for meaningful comparisons between periods and among other REITs and is more indicative than FFO of the on-going performance of our business and assets. Our calculation of Adjusted FFO may be different from similar measures calculated by other REITs.

EBITDA

The Company believes that excluding the effect of non-operating expenses and non-cash charges, and the portion of those items related to unconsolidated entities, all of which are also based on historical cost accounting and may be of limited significance in evaluating current performance, can help eliminate the accounting effects of depreciation and financing decisions and facilitate comparisons of core operating profitability between periods and between REITs, even though EBITDA also does not represent an amount that accrues directly to shareholders.

Hotel EBITDA

The Company defines Hotel EBITDA as net income or loss excluding: (1) interest expense, (2) interest income, (3) income tax provision or benefit, (4) depreciation and amortization, (5) impairment of long-lived assets or investments, (6) gains and losses on disposal and/or sale of assets, (7) gains and losses on involuntary conversions of assets, (8) realized or unrealized gains and losses on derivative instruments not included in other comprehensive income, (9) other income at the properties, (10) loss on early debt extinguishment, (11) Paycheck Protection Program (PPP) debt forgiveness, (12) gain on exercise of development right, (13) corporate general and administrative expense, and (14) other income not related to our wholly-owned portfolio. We believe this provides a more complete understanding of the operating results over which our wholly-owned hotels and its operators have direct control. We believe Hotel EBITDA provides investors with supplemental information on the on-going operational performance of our hotels and the effectiveness of third-party management companies operating our business on a property-level basis. The Company’s calculation of Hotel EBITDA may be different from similar measures calculated by other REITs.

 

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v3.24.2.u1

Document and Entity Information	Aug. 13, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2024
Entity Registrant Name	SOTHERLY HOTELS INC.
Entity Central Index Key	0001301236
Entity Emerging Growth Company	false
Entity File Number	001-32379
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-1531029
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	SOHO
Name of each exchange on which registered	NASDAQ
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOB
Name of each exchange on which registered	NASDAQ
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHOO
Name of each exchange on which registered	NASDAQ
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of each class	8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
Trading Symbol	SOHON
Name of each exchange on which registered	NASDAQ
Sotherly Hotels LP [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2024
Entity Registrant Name	SOTHERLY HOTELS LP
Entity Central Index Key	0001301236
Entity Emerging Growth Company	false
Entity File Number	001-36091
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1965427
Entity Address, Address Line One	306 South Henry Street, Suite 100
Entity Address, City or Town	Williamsburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23185
City Area Code	757
Local Phone Number	229-5648
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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